Exhibit 10.4
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of March 18 2022, is entered into by and among agilon health management, inc. (f/k/a agilon health, inc.) (the “Company” and together with its parent, agilon health, inc. and their respective subsidiaries and affiliates, the “Company Group”), and the undersigned, Theodore Halkias.
WHEREAS, I have tendered my notice of resignation to the Company, and my employment with the Company Group will end effective as of February 28, 2022 (the “Separation Date”);
WHEREAS, the Company has agreed to provide me with specified separation pay and benefits, subject to, among other things, my execution, delivery and non-revocation of a general release of claims; and
NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, I hereby agree as follows:
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I further agree, promise, and covenant that, to the maximum extent permitted by law, neither I, nor any person, organization, or other entity acting on my behalf has filed or will file, charge, claim, sue, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims. All Releasees shall be deemed to be third party beneficiaries of this Agreement to the same extent as if they were signatories hereto.
Notwithstanding the foregoing, this release of claims will not prohibit me from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission (“EEOC”) or an equivalent state civil rights agency, but I agree and understand that I am waiving my right to monetary compensation thereby if any such agency elects to pursue a claim on my behalf. Further, nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits or any claims that may arise after the date on which I execute this release.
In addition, nothing in this release of claims will be construed to affect any of the following claims, all rights in respect of which are reserved:
(a) Payment of the Annual Bonus as set forth above;
(b) Reimbursement of unreimbursed business expenses properly incurred prior to the Separation Date in accordance with Company policy;
(c) Claims in respect of vested stock options held by me as of the Separation Date;
(d) Vested benefits under the general Company employee benefit plans (other than severance pay or termination benefits, all rights to which are hereby waived and released);
(e) Any claim that the Company has breached this release of claims; and
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(f) Indemnification as a current or former officer of the Company or inclusion as a beneficiary of any insurance policy related to my service in such capacity including, without limitation, under Sections 21 and 22 of my Employment Agreement dated March 9, 2017, with the Company.
(g) My vested benefits under all retirement plans of the Company Group in which I am a participant.
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[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been executed by the undersigned and the Company as of the first date written below.
EXECUTIVE
_/s/ Theodore Halkias______
Name: Theodore Halkias
Dated: March 18, 2021
Acknowledged and Agreed:
AGILON HEALTH
MANAGEMENT, INC.
__/s/ Mathew Varghese______
By: Mathew Varghese
Title: Chief People Officer
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